S-8

As filed with the Securities and Exchange Commission on April 23, 2018

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Hutchison China MediTech Limited

(Exact name of registrant as speciﬁed in its charter)

Cayman Islands		Not applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S Employer Identification No.)

22/F, Hutchison House 10 Harcourt Road, Hong Kong		Not applicable
(Address of Principal Executive Offices)		(Zip Code)

2015 Share Option Scheme

(Full title of the plan)

Law Debenture Corporate Services Inc.

400 Madison Avenue, 4th Floor

New York, New York 10017

Telephone: 212-750-6474

(Name, address, and telephone number, including area code, of agent for service)

Copies to:

Paul W. Boltz, Jr.
Gibson, Dunn & Crutcher

32/F Gloucester Tower, The Landmark

15 Queen’s Road Central

Hong Kong

Telephone: +852 2214 3723

Christian Hogg
Chief Executive Officer
Hutchison China MediTech Limited
Room 2108, 21/F, Hutchison House
10 Harcourt Road
Hong Kong
Telephone: +852 2121 8200

Indicate by check mark whether the registrant is a large accelerated ﬁler, an accelerated ﬁler, a non-accelerated ﬁler, a smaller reporting company or an emerging growth company. See the deﬁnitions of “large accelerated ﬁler,” “accelerated ﬁler,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated ﬁler	☒		Accelerated ﬁler	☐
Non-accelerated ﬁler	☐	(Do not check if a smaller reporting company)	Smaller reporting company	☐
			Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised ﬁnancial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

CALCULATION OF REGISTRATION FEE


Title of securities to be registered		Amount to be registered(1)	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Ordinary Shares, $1.00 par value per share(2)		1,425,597(3)	$64.59(4)	$92,079,310.23	$11,463.87

(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement includes an indeterminate number of additional ordinary shares, par value $1.00 per share (the “Ordinary Shares”) of Hutchison China MediTech Limited (the “Company” or “Registrant”), which may be offered and issued under the Registrant’s 2015 Share Option Scheme (the “2015 Scheme”) to prevent dilution from stock splits, stock dividends or similar transactions.

(2)	These shares may be represented by the Registrant’s American depositary shares (“ADSs”), each of which represents one-half of one Ordinary Share. The Registrant’s ADSs issuable upon deposit of the Ordinary Shares registered hereby have been registered under a separate registration statement on From F-6 (File No. 333-209930).

(3)	Represents additional Ordinary Shares issuable pursuant to options to be granted under the 2015 Scheme.

(4)	Estimated in accordance with Rules 457(c) and 457(h)(1) under the Securities Act solely for the purpose of calculating the registration fee based on the average of the high and low prices of the Ordinary Shares as reported by the Nasdaq Global Select Market on April 17, 2018 (each ADS represents one-half of one Ordinary Share)

EXPLANATORY NOTE

Registration of Additional Securities

A total of 2,425,597 ordinary shares may be issued under the Registrant’s 2015 Scheme. On July 6, 2016, the Registrant filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-8, Registration No. 333-212406 (the “Prior Registration Statement”) relating to 1,000,000 ordinary shares reserved for issuance under the 2015 Scheme. The Registrant filing this registration statement (this “Registration Statement”) to register the balance of an additional 1,425,597 ordinary shares reserved for issuance under the 2015 Scheme.

In accordance with Instruction E of Form S-8, the contents of the Prior Registration Statement are hereby incorporated by reference.

PART I

The Registrant is not filing or including in this Registration Statement the information called for in Part I of Form S-8 (by incorporation, by reference or otherwise) in accordance with the rules and regulations of the SEC.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates the following documents herein by reference:

(a) the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2017, filed with the SEC on March 12, 2018; and

(b) the description of the Registrant’s Ordinary Shares incorporated by reference in the Registrant’s registration statement on Form 8-A (File No. 001-37710) pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) filed with the Commission on March 4, 2016, including any amendment and report subsequently filed for purpose of updating that description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference in this Registration Statement will be deemed to be modified or superseded to the extent that a statement contained in this Registration Statement or in any other later filed document that also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to be a part of this Registration Statement.

Item 8. Exhibits

The Exhibits listed on the accompanying Exhibit Index are filed as a part of, or incorporated by reference into, this Registration Statement (see Exhibit Index below).

Item 9. Undertakings

(a) The undersigned Registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; and

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in this registration Statement or any material change to such information in this registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

(2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong Kong on April 23, 2018.

	HUTCHISON CHINA MEDITECH LIMITED

	By:	/s/ Christian Hogg
		Name: Christian Hogg
		Title: Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christian Hogg and Johnny Cheng, and each of them singly, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution and re-substitution, for and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them singly, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Christian Hogg	Chief Executive Officer, Director	April 23, 2018
Christian Hogg	(principal executive officer)

/s/ Johnny Cheng	Chief Financial Officer, Director	April 23, 2018
Johnny Cheng	(principal financial and accounting officer)

/s/ Simon To	Chairman of the Board of Directors	April 23, 2018
Simon To

/s/ Paul Carter	Director	April 23, 2018
Paul Carter

/s/ Dan Eldar	Director	April 23, 2018
Dan Eldar

/s/ Karen Ferrante	Director	April 23, 2018
Karen Ferrante

/s/ Graeme Jack	Director	April 23, 2018
Graeme Jack

/s/ Tony Mok	Director	April 23, 2018
Tony Mok

/s/ Edith Shih	Director	April 23, 2018
Edith Shih

/s/ Weiguo Su	Director	April 23, 2018
Weiguo Su

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Hutchison China MediTech Limited, has signed this registration statement or amendment thereto in New York, NY on April 23, 2018.


		Law Debenture Corporate Services Inc.
		(Authorized U.S. Representative)

	By:	/s/ Giselle Manon
		Name: Giselle Manon
		Title: Service of Process Officer

EXHIBIT INDEX


Exhibit		Description

3.1		Memorandum and articles of association of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s registration statement on Form F-1 (File No. 333-207447) filed with the Commission on October 16, 2015).

4.1		Specimen Certificate for Ordinary Shares (incorporated herein by reference to Exhibit 4.3 to Amendment No. 2 to the Registrant’s registration statement on Form F-1 (File No. 333-207447) filed with the Commission on February 11, 2016).

4.2		Specimen American depositary receipt of the Registrant (incorporated herein by reference to Exhibit 4.1 to Amendment No. 4 to the Registrant’s registration statement on Form F-1 (File No. 333-207447) filed with the Commission on March 4, 2016).

4.3		Form of Deposit Agreement among the Registrant, the depositary and holders and beneficial owners of American depositary receipts (incorporated herein by reference to Exhibit 4.1 to Amendment No. 4 to the Registrant’s registration statement on Form F-1 (File No. 333-207447) filed with the Commission on March 4, 2016).

5.1*		Opinion of Conyers Dill & Pearman regarding the validity of the ordinary shares being registered.

10.1		2015 Share Option Scheme (incorporated herein by reference to Exhibit 10.3 to the Registrant’s registration statement on Form F-1 (File No. 333-207447) filed with the Commission on October 16, 2015).

23.1*		Consent of Conyers Dill & Pearman (included in Exhibit 5.1).

23.2*		Consent of PricewaterhouseCoopers, an independent registered accounting firm, regarding the consolidated financial statements of Hutchison China MediTech Limited.

23.3*		Consent of PricewaterhouseCoopers, an independent registered accounting firm, regarding the consolidated financial statements of Nutrition Science Partners Limited.

23.4*		Consent of PricewaterhouseCoopers Zhong Tian LLP, independent accountants, regarding the consolidated financial statements of Shanghai Hutchison Pharmaceuticals Limited.

23.5*		Consent of PricewaterhouseCoopers Zhong Tian LLP, independent accountants, regarding the consolidated financial statements of Hutchison Whampoa Guangzhou Baiyunshan Chinese Medicine Company Limited.

24.1*		Power of attorney (included on the signature page of this Registration Statement under the caption “Power of Attorney”).
* Filed herewith.